The Football Club Corporate Governance Code: what regulated clubs must now apply, explain and evidence
The Football Club Corporate Governance Code is not a generic governance handbook. It is the framework regulated clubs must apply and explain through their corporate governance statement. Boards now need to evidence purpose, strategy, risk oversight, board accountability, EDI and stakeholder engagement in a way that is proportionate and credible.
Part 4 of Lagom Sports Compliance’s IFR licensing series. This article can be read on its own, but should also be read alongside our articles on the Provisional Licence Application Guidance, the Licensing Guidance and the Licensing Rules.
Licensing support: If your club has not yet mapped its evidence against the IFR licensing documents, now is the time to do it. Lagom Sports Compliance supports regulated clubs through Review Only, Part Support and Full Support licensing engagements, from readiness assessment to pre-submission review and post-submission IFR queries.
The Club Code is the IFR’s governance standard for regulated clubs
The Football Governance Act 2025 requires the Independent Football Regulator to publish the Football Club Corporate Governance Code. The Code sets out expectations for the corporate governance of regulated clubs. Its principles articulate the key objectives of sound corporate governance and are supported by recommended practices to assist clubs in applying them.
The Code applies to every club, but it is not intended to impose identical governance arrangements across the pyramid. Clubs should apply the principles in a way that is proportionate and appropriate to their circumstances. The IFR recognises that some recommended practices may not be practical for every club.
That point is important, but it should not be misread. Proportionality is not an exemption from governance. It is a requirement to explain how the club’s own arrangements achieve the objectives of the Code in its circumstances.
The Code operates on an apply-and-explain basis. Every two years, clubs must use their corporate governance statement to report on their progress. The statement must explain how the club’s governance practices, policies and procedures are achieving the goals of each principle. Clubs may adopt governance practices not recommended in the Code, but they must explain how those practices apply the principles.
Apply and explain is not comply or explain
The language matters. Apply and explain is not the same as comply or explain. The Code is principles-based. Clubs are expected to apply the principles, then explain how their governance arrangements do so. The recommended practices are there to assist clubs, but not every recommended practice will be practical or proportionate for every club.
A smaller National League club may not need the same committee structure as a Premier League club. A club with a simple ownership structure may not need the same governance apparatus as a multi-club ownership group. But both clubs must be able to explain how the board provides leadership, oversees risk, maintains accountability, addresses EDI and engages with stakeholders.
The corporate governance statement is therefore the bridge between principle and evidence. It must describe the governance arrangements the club has put in place, how those practices apply each principle, why they were put in place in the context of the club’s circumstances and how they affected board decisions.
This is not a tick-box exercise. The IFR’s reporting guidelines say clubs are expected to demonstrate genuine engagement with the spirit of the Code and its principles.
Principle 1: the board, purpose and strategy
Principle 1 states that every club should have an effective board that takes collective responsibility for the sustainable success of the club. The board’s role is to provide leadership. It should define the club’s purpose, strategy and values, and ensure that these, together with culture, promote financial soundness and take into account the views of fans, stakeholders and the local community.
The Code’s context is clear. The board should act as the ultimate decision-making body, hold executive management to account for financial and non-financial performance and establish and oversee a purpose, strategy and values that support long-term success.
The recommended practices include ensuring the board is the ultimate decision-making body, distinguishing between strategic oversight and day-to-day management and considering the value of separating the roles of chair and chief executive. Where board, management and shareholder roles are less clearly defined, owners or managers may need to fulfil more than one role. But board meetings should still be conducted separately and distinctly from management meetings.
Directors must adhere to their statutory obligations under UK company law, including the duty to promote the success of the club. They must be able to demonstrate independence of judgement and objectivity, particularly where there is a dominant or influential shareholder-director.
The board should define purpose in consultation with stakeholders, including fans. It should establish and oversee a strategy, supported by a board-approved business plan, and ensure executive management is held accountable for implementation. It should also promote high standards of professional and ethical conduct through a code of conduct covering conflicts of interest, anti-discrimination and anti-harassment, supported by induction, training and performance management processes.
For many clubs, Principle 1 will require formalising what has historically been informal. Strategy, purpose, board oversight and executive accountability now need to be explainable.
Principle 2: risk oversight and controls
Principle 2 states that the board is responsible for overseeing risk. It should maintain effective systems and controls to identify, manage, monitor and report risks so that the club and its assets are protected. The board should satisfy itself that all material risks are identified and managed.
The Code recognises that risk is inherent in both business and sport. It does not seek to eliminate risk. It seeks to ensure that boards identify and manage significant risks effectively, reducing the chance that unmanaged risks threaten financial stability, operational resilience or long-term sustainability.
The board is collectively responsible for risk management, even where responsibilities are delegated to committees or group companies. It should maintain appropriate systems of internal control and clear accountability for risk management.
Recommended practices include establishing and maintaining a risk management framework proportionate to the club’s size, complexity and activities. This framework should define roles and responsibilities for identifying, assessing, managing, monitoring and reporting risks. Directors should satisfy themselves as to the integrity of financial information and the effectiveness of financial controls and wider risk management.
The board should also establish and approve the club’s risk appetite, include material risks as standing board agenda items, and maintain a regularly reviewed risk register. At a minimum, the risk register should describe each significant risk, assess impact and likelihood, identify controls and mitigations, and set out planned actions.
This is where corporate governance and licensing converge. A club that cannot evidence risk oversight will struggle to demonstrate appropriate non-financial resources and may also expose weaknesses in financial planning.
Principle 3: board composition and accountability
Principle 3 addresses the size, composition, capability and accountability of the board. The size and composition of the board should reflect the scale and complexity of the club’s activities. Boards need a capable chair with the skills, experience and knowledge to understand the club’s activities and main risks. Individual directors should bring a suitable mix of skills, experience and knowledge, and receive sufficient information in good time to contribute effectively.
The Code emphasises clear accountability, independent challenge and the need for the board and its committees to be competent, well run and appropriately independent. It identifies the risk of concentrated decision-making power in any one individual and expects that risk to be mitigated.
Recommended practices include careful consideration of board size. The board should be large enough to provide an appropriate balance of skills, experience, diversity, independence and knowledge. It should not be so small that decision-making is dominated by one person or a small group, and not so large that it prevents open discussion and challenge.
Clubs should maintain a record of the skills, experience, diversity and independence of board members. Directors should receive timely, relevant and high-quality information, with board papers presented clearly and concisely. Directors should receive tailored induction and ongoing training.
The board should maintain governance policies and procedures defining decision-making authority and accountability. Committees such as audit, risk or remuneration may be established, with clear terms of reference, while the board retains ultimate responsibility. Meetings should have clear agendas, papers circulated in time, accurate minutes, action tracking and a culture of participation and challenge.
The Code also addresses non-executive directors and independent non-executive directors. Clubs should consider appointing NEDs, preferably INEDs, through open and publicly advertised recruitment processes. Independence factors include employment history, business relationships, remuneration, family ties, cross-directorships, significant shareholder representation and tenure of more than nine years. A fan of the club may still be regarded as independent if those factors do not apply.
For smaller clubs, the Code recognises interim steps such as independent specialists or advisory boards. But it also makes clear that advisors or advisory boards do not dilute the decision-making powers of the board and do not mitigate the risk of unconstrained decision-making by directors.
This is a direct challenge to clubs where governance has historically depended on informal owner control or a small number of long-serving individuals. The IFR is not prescribing a single model. It is asking whether the board structure is capable, accountable and subject to challenge.
Principle 4: equality, diversity and inclusion
Principle 4 requires the board to ensure that the club’s equality, diversity and inclusion strategy and initiatives align with relevant competition organiser, governing body and legal requirements. The board should review and adapt its EDI approach regularly. Appointments to the board and senior management should be made through processes that promote diversity, inclusion and equal opportunity.
The Code frames EDI as a governance issue, not a communications issue. Boards are expected to set a clear tone from the top and demonstrate visible leadership. Diverse and well-balanced boards and senior management teams support better-informed decision-making, reduce groupthink and contribute to stronger long-term outcomes.
Recommended practices include assigning clear responsibility for EDI oversight to a designated director or committee, while ensuring all directors understand and engage with the club’s EDI strategy. Boards should include a standing agenda item to review compliance with relevant EDI requirements and monitor diversity and inclusiveness across the workforce and leadership.
Clubs are required to include in their corporate governance statement an explanation of the actions they are taking to improve EDI. This applies regardless of whether the relevant competition organiser imposes EDI compliance obligations. Clubs in competitions without such requirements should still adopt and implement an EDI strategy appropriate to their circumstances.
The Code also expects public commitment to clear, measurable and time-bound diversity goals for the board and senior leadership, a board-approved EDI policy, board and senior leadership diversity targets, regular review of board and senior leadership composition, inclusive recruitment processes, public advertising of vacancies where appropriate, diverse shortlists where practicable and fair selection and appointment processes.
For club leadership, the practical implication is that EDI must be evidenced through governance structures, objectives, recruitment processes and reporting. It cannot sit solely in community activity or external messaging.
Principle 5: stakeholder relationships and engagement
Principle 5 requires the board to build effective stakeholder relationships in line with the club’s purpose. The board is responsible for overseeing meaningful engagement with stakeholders, including fans, employees and the local community, and for taking their views into account when making decisions. Boards should also consider how the club contributes to the economic and social well-being of its local community.
The Code defines the local community broadly. It includes individuals, businesses and organisations that live, work or operate within the geographic area associated with the club and are affected by its presence and activities. This may include fans and non-fans, local residents, businesses benefiting from club operations, transport services and emergency services.
Recommended practices include adopting a stakeholder engagement framework aligned with the club’s purpose and strategy. The framework should identify key stakeholder groups, set engagement objectives and clarify how the club will have regard to stakeholder views in decision-making. It should also support risk identification, including potential conflicts, reputational risks and community concerns.
The board should assign clear responsibility for stakeholder engagement to a designated director, committee or senior executive, while retaining overall accountability. Stakeholder engagement should be a standing board agenda item. The board should maintain regular, structured, proactive and meaningful engagement with fans, employees, players, volunteers and local stakeholders, and should ensure engagement includes underrepresented groups.
The corporate governance statement should show how stakeholder engagement has influenced decisions, outcomes or mitigations where appropriate, and how the club has contributed to the economic and social well-being of the local community.
This is where fan engagement and governance meet. The board is not only expected to hear stakeholder views. It is expected to show how those views are considered.
The corporate governance statement is the evidence document
The Club Code must be read together with the Licensing Guidance and the Licensing Rules. The corporate governance statement is the mechanism through which clubs explain how they apply the Code.
The first statement must be submitted and published by 31 October 2027. Future statements are due every two years, with submission between 1 August and 31 October in the relevant year. Promoted National League clubs must submit and publish a statement by 31 October in the calendar year of promotion.
The statement must be approved by a board resolution or equivalent senior approval. It must be published on the club website as soon as reasonably practicable after submission, with appropriate prominence and in a way that is accessible to everyone, including people with disabilities and users of assistive technologies.
The statement should be written in plain English and should clearly explain how the club’s governance practices, policies and procedures accomplish each principle’s intended outcomes. It should include practices adopted, evidence of outcomes, material changes since the last statement and planned material changes.
If a club does not provide information for each principle, it must explain why. The IFR may not accept the statement until missing information has been submitted.
This is why clubs should not wait until autumn 2027 to write the statement. The statement is the output. Governance maturity is the work that needs to happen before then.
Proportionality protects clubs from over-engineering. It does not protect them from scrutiny
The Code recognises different club sizes, resources and circumstances. That is welcome and important. A proportional approach avoids imposing Premier League governance structures on smaller clubs where those structures are not practical or necessary.
But proportionality must be explained. A club that does not have an audit committee, an independent non-executive director or a formal EDI committee may still be applying the relevant principles through other practices. It must explain what those practices are, why they are appropriate and how they achieve the intended outcomes.
The IFR’s guidance also makes clear that a failure to follow a specific principle or recommended practice will not, on its own, lead to direct enforcement action. But that should not be misread. Applying the Code and its principles helps a club demonstrate its efforts to meet the non-financial resources Threshold Requirement. Published statements also create accountability to fans and stakeholders.
The risk for clubs is not that every deviation from a recommended practice becomes an enforcement case. The risk is that the club cannot explain its governance in a credible, proportionate and evidence-based way.
What boards should do now
Boards should begin with a governance gap assessment against the five principles. That assessment should not ask only whether a policy exists. It should ask whether the club can evidence how the board operates in practice.
For Principle 1, the board should document purpose, strategy, values, business plan oversight, executive accountability and culture.
For Principle 2, it should review the risk management framework, risk appetite, risk register, internal controls, financial control assurance and board risk agenda.
For Principle 3, it should assess board size, composition, skills, independence, information flows, induction, training, committee structure, board papers, minutes, action tracking and evaluation.
For Principle 4, it should identify responsibility for EDI, review the EDI strategy, set objectives, assess recruitment and succession processes and prepare evidence of actions being taken.
For Principle 5, it should map stakeholders, fan groups, employees, local community links, engagement structures, responsibility lines, board reporting and examples of how stakeholder views have informed decisions.
The output should be a corporate governance evidence pack that can support the 31 October 2027 statement and broader IFR licensing requirements. The sooner the board starts, the more credible the statement will be.
The Code is a board accountability exercise
The Football Club Corporate Governance Code is deliberately principles-based. It gives clubs room to apply governance proportionately. But it also requires leadership teams to explain themselves.
For clubs with mature governance, the task is to document, evidence and align existing practice with the Code. For clubs with informal or owner-led structures, the task is more fundamental: define how the board leads, how decisions are challenged, how risks are managed, how stakeholders are heard and how the club’s long-term sustainability is protected.
The corporate governance statement will be public. Fans and stakeholders will be able to read it. The IFR may use statements and sector data to identify themes, concerns and best practice.
That makes the Code a practical governance test. Not because every club must look the same, but because every club must be able to explain how it is governed.
How Lagom Sports Compliance can support your club
Lagom Sports Compliance provides specialist IFR licensing support for English football clubs.
Every engagement starts with an initial conversation. We assess your timeline, internal capability, ownership structure and current position against the IFR requirements. We then tell you honestly which level of support is appropriate. No commitment. No generic templates. No pretending that a licensing submission can be assembled at the last minute.
The IFR licensing regime is now a live operating requirement. The question is not whether your club needs to comply. It is whether your board has the evidence, documentation and internal accountability to show compliance when the IFR asks.
Answering your questions on the Football Club Corporate Governance Code
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The Football Club Corporate Governance Code is the IFR code required under the Football Governance Act 2025. It sets out expectations for the corporate governance of regulated clubs and is structured around five principles supported by recommended practices.
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Yes. The principles apply to every club. However, clubs should apply them in a way that is proportionate and appropriate to their own circumstances, and the IFR recognises that some recommended practices may not be practical for every club.
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Apply and explain means clubs must apply the Code’s principles and explain through their corporate governance statement how their governance practices, policies and procedures achieve the goals of each principle. Clubs may use practices not recommended in the Code, but must explain how they apply the principles.
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The five principles are: the board, purpose and strategy; risk oversight and controls; board composition and accountability; equality, diversity and inclusion; and stakeholder relationships and engagement.
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Clubs must submit and publish their first corporate governance statement by 31 October 2027. Clubs promoted into the National League must submit and publish a statement by 31 October in the calendar year of promotion.
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The Code says clubs should consider appointing non-executive directors, preferably independent non-executive directors, through an open and publicly advertised process. It also recognises that smaller clubs may take interim steps, such as appointing independent specialists or advisory boards, but advisors do not dilute board decision-making powers.
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It should explain the governance practices adopted, how those practices apply each principle, why they were put in place in the context of the club’s circumstances, how they affected board decisions, evidence of outcomes, material changes and planned material changes. It must also explain actions to improve EDI.
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No. The IFR guidance says failure to follow a specific principle or recommended practice will not, on its own, lead to direct enforcement action. However, applying the Code helps demonstrate non-financial resources and published statements create accountability to fans and stakeholders.
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The corporate governance statement is a Mandatory Licence Condition, and applying the Code helps clubs demonstrate their governance arrangements and non-financial resources. Weak governance evidence may also affect the IFR’s broader supervisory view of the club.